SERVICES AGREEMENT WEITZ INVESTMENT MANAGEMENT, INC. and CITI FUND SERVICS OHIO, INC.

1.

DEFINITIONS AND INTERPRETATION

1.1.

1.2.

Interpretation.

1.2.1.

The schedules, exhibits and annexes to the Agreement are expressly made a part of this Agreement. In the event of any inconsistency between this Agreement and any schedule, exhibit or annex, the relevant terms of the schedule, exhibit or annex shall prevail; provided, that no provision of any such schedule, exhibit or annex shall prevail over clause 5 (Scope of Responsibility) or clause 7 (Indemnity) of this Agreement unless such provision specifically references such clause of this Agreement in relation to the provisions of such schedule, exhibit or annex intended to prevail over such clause,

1.2.2.

The headings in this Agreement do not affect its interpretation.

1.2.3.

A reference to: (i) any Party includes (where applicable) its lawful successors, permitted assigns and transferees; the singular includes the plural and vice versa; and (Hi) any statute or regulation shall be construed as references to such statute or regulation as in force at the date of this Agreement and as subsequently re¬enacted or revised.

2.

SERVICES AND RELATED TERMS AND CONDITIONS

2.1.

2.2.

2.3.

2.4.

2.5.

2.6.

2.7.

Other Services and Activities; Conflicts of Interest.

2.7.1.

The Client acknowledges that the Service Provider and its Affiliates may provide services, including administration, advisory, banking and lending, broker dealer and other financial services, to the Client or to other Persons. The Client also acknowledges that the Service Provider may be (i) prohibited under applicable Law or contractually from disclosing to the Client any fact or thing that may come to the knowledge of the Service Provider or such Affiliates in the course of providing such services and (ii) "walled off" from facts or things that may come to the knowledge of its Affiliates in the course of providing such services, and therefore may be unable to make any such disclosures to the Client, and the Client agrees that neither the Service Provider nor such Affiliates will be required or expected under this Agreement to do so.

2.7.2.

Among other things, the Service Provider or an Affiliate may receive or generate valuation information with respect to securities, products or services of the Client, and neither the Service Provider nor any Affiliate is under any obligation to disclose such information to the Client or any of the Client's Investors. The Client acknowledges that neither the Service Provider nor any Affiliate is under any obligation to use any such information to assess or verify the accuracy of any information, including valuation information, that the Service Provider receives from the Client or from any Person specified in clause 6.3.5.

2.7.3.

Subject to compliance with its confidentiality obligations hereunder, the Service Provider may acquire, hold or deal with, for its own account or for the account of other Persons, any shares or securities in which the Client is authorized to invest (for itself or its Investors), and the Service Provider will not be required to account to the Client for any profit arising therefrom.

2.8.

2.9.

3.

CLIENT COMMUNICATIONS

3.1.

3.2.

3.3.

3.4.

3.5.

3.6.

3.7.

4.

COMPLIANCE WITH LAWS; NO ADVICE

4.1.

4.2.

4.3.

5.

COMMUNICATIONS AND REPORTS TO CLIENT; RECORDS AND ACCESS; CONFIDENTIALITY; PUBLICITY

5.1.

5.2.

Records and Access; Audits.

5.2.1.

Upon request, the Service Provider will provide its Service Organization Control ("SOC 1") report issued under the Statement on Standards for Attestation Engagements ▇▇. ▇▇ ("▇▇▇▇ ▇▇").

5.2.2.

The Client agrees that it shall pay such charges for (a) document collection, duplication, review and retrieval and (b) making the Service Provider personnel available for extraordinary services outside the scope of this Agreement as the Service Provider may reasonably request in connection with audits, examinations or inspections. The Client acknowledges that such charges may include the fees and expenses of external counsel to the Service Provider; provided that costs related to such advice from external counsel will only be borne by the Client if it relates to a special request made by the Client or for a service not part of this Agreement.

5.2.3.

[Omitted intentionally]

5.2.4.

Upon termination of this Agreement, the Service Provider may retain archival copies of records of the Client maintained by the Service Provider as part of the Services ("Client Records").

5.3.

5.4.

5.5.

5.6.

Service Provider Licenses.

5.6.1.

The Service Provider grants to the Client a limited, non-exclusive, non-transferable, non-sublicenseable license during the Term of this Agreement to permit the Client's officers, employees and Agents to access those Service Provider Systems described in Schedule 2 via telecommunications lines solely for the purpose of allowing, and only to the extent necessary to allow, the Client to receive the Services. The Client will ensure that any use of access to the Service Provider Systems or Software (as described below) by the Client's officers, employees or Agents is in accordance with this Agreement and the user manuals, customer bulletins and terms and conditions of use that are related to the Service Provider Systems or the Services and created by the Service Provider from time to time ("System Documentation") and noticed to the Client. This license does not include: (i) any right for the Client or any officer or employee of the Client to access any data on the Service Provider Systems other than Client Records; or (ii) any license to any Software, except to the extent provided in clause 5.6,2. If there is a conflict between the terms of this Agreement and the System Documentation, the System Documentation shall prevail.

5.6.2.

The receipt of certain Services identified in Schedule 2 may require the Client to directly access or use software that is owned by the Service Provider or licensed by the Service Provider from third parties ("Software"). The Service Provider grants to the Client a limited, non-exclusive, non-transferable, non-sublicenseable license, during the term of this Agreement, to permit the Client's officers and employees to access and use the object code version of the Software solely for the purpose of allowing, and only to the extent necessary to allow, the Client to receive the Services. Except as authorized in writing by the Service Provider, the Client will not (and will not permit any officer, employee or Agent of the Client to): (i) disclose or distribute any Software (in any format) to any third party; (ii) permit any third party to access or use any Software (in any format) through any time-sharing service, service bureau, network, consortium, or other means; (iii) rent, lease, sell, sublicense, assign, or otherwise transfer its rights under the license granted in this clause 5.6.2 to any third party, whether by operation of law or otherwise; (iv) decompile, disassemble, reverse engineer, or attempt to reconstruct or discover any source code or underlying ideas or algorithms of any Software by any means; (v) modify or alter any Software in any manner; (vi) create derivative works based on any Software; or (vii) directly or indirectly copy any Software.

5.6.3.

The Client will not remove (or allow to be removed) any proprietary rights notices from any Software and will display the Software name and the names, logos, trademarks, trade names, and any copyright notices of the Service Provider and the Service Provider's licensors, as set forth thereon or reasonably requested by the Service Provider.

5.6.4.

The Client will comply with all applicable use, export, and re-export restrictions and regulations with respect to any use by the Client or the Client's officers, employees or Agents of Software delivered or made available to the Client as contemplated by this clause 5.6.

5.6.5.

The Service Provider reserves all rights in the Service Provider Systems and in the Software that are not expressly granted to Client in this clause 5.6.

5.7.

5.7.1.

Accordingly, the Client acknowledges and agrees that Service Provider is licensed to provide such data only upon the following conditions: (i) it may not be used for any purpose independent of the service relationship established under this Service Agreement, and shall be used only internally (except, that Client may include a limited amount of Service Data (a) in fund performance reports sent to its clients relating to their actual investments

5.7.2.

If Client engages a subadvisor to help manage certain of its funds, then, upon consent of Service Provider, such Client may distribute the Data Supplier's Service Data to such subadvisor; provided, however, that Client must enter into a written agreement with subadvisor which requires the subadvisor to agree to the provisions set forth in clauses (i)-(v) of clause 5.7.1 above.

5.7.3.

In addition to the foregoing, a Data Supplier may specify other terms or limitations applicable to Client's use of their data (including Data Supplier policies {the "Data Supplier Policies")) and Client shall comply with such Policies. A Data Supplier may amend the Policies, without notice, from time to time. A Data Supplier may, in its discretion, (x) direct Service Provider to terminate Client's receipt of its data for any or no reason with or without notice; and {y) require Client to enter into an agreement with it directly as a condition of your receipt of its data.

5.7.4.

The termination of a license agreement allowing Service Provider to provide the Service Data or of the Client's rights to use Service Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Service Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Service Data, subject to the Change Control Process.

5.7.5.

Data Suppliers make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Service Data used by the Service Provider to provide the Services, and neither does the Service Provider.

5.7.6.

Data Suppliers shall have no liability whatsoever to the Client in respect of Service Data used by the Service Provider to provide the Services, and neither shall the Service Provider.

5.7.7.

No copyright or any other intellectual property rights in the Service Data used or provided by the Service Provider to provide the Services are transferred to the Client.

5.7.8.

The Client shall not use Service Data for any illegal purpose or in any manner not specifically authorized by this Agreement.

5.7.9.

if Client is located in Australia, Client hereby represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act.

5.8.

6.

SCOPE OF RESPONSIBILITY

6.1.

6.2.

6.3.

Limitations on Liability.

6.3.1.

Upon the actual knowledge by any Party of the occurrence of any event relating to the provision of Services hereunder which may cause any loss, damage or expense to the Party, the Party shall as soon as reasonably practicable (i) notify the other Party of the occurrence of such event and (ii) use its commercially reasonable efforts to take reasonable steps under the circumstances to mitigate or reduce the effects of such event and to avoid continuing harm to it.

6.3.2.

The Client understands and agrees that (i) the obligations and duties of the Service Provider under this Agreement are not obligations or duties of any other member of the Citi Organization and (ii) the rights of the Client with respect to the Service Provider extend only to the Service Provider and, except as provided by applicable Law, do not extend to any other member of the Citi Organization. For the avoidance of doubt, exculpatory references to the Service Provider in this clause 6 shall be deemed to include references to the directors, officers, employees, Agents and delegates of the Service Provider.

6.3.3.

The Service Provider will not be liable for any failure to provide any Service in the following circumstances: (i) if any Dependency set forth in Schedule 3 is not met through no fault of the Service Provider; (ii) if the failure is at the request or with the consent of an Authorized Person; (iii) if any Law to which the Service Provider is subject prohibits or limits the performance of the Services; or (iv) if the failure results from a Force Majeure Event.

6.3.4.

Subject to compliance by the Service Provider with its obligations in clause 3.2 with respect to authentication of Instructions, the Service Provider (i) shall have no responsibility to review, confirm or otherwise assume any duty with respect to the accurateness or completeness of any Instruction or any other information it receives from or on behalf of the Client or any Agent of the Client and (ii) shall be without liability for any loss or damage suffered by the Client or any of the Client's Investors as a result of the Service Provider's reliance on and utilization of any such Instruction or other such information.

6.3.5.

The Service Provider will not be responsible for the errors or failures to act of, or the inaccuracy or incompleteness of, any data supplied by, and have no obligation to review any data supplied by, any third party, including, without limitation, (i) Data Suppliers, (ii) clearance or settlement systems, (iii) any Persons who possess information about the Client or its Investors reasonably necessary for the Service Provider to provide the Services and with whom the Service Provider is required to engage or contract in order to receive such information, including, without limitation, investment advisers, intermediaries, or custodians that service the Client or any Investors and their respective Agents and employees; and (iv) third parties engaged by the Service Provider at the request of the Client to provide services to or for the benefit of the Client or its Investors, and such third parties will not be considered Agents of the Service Provider for purposes of this Agreement.

6.3.6.

About any matter related to the Services, the Service Provider may seek advice from counsel or independent accountants of its own choosing (who may provide such services to either Party). Costs related to such advice from external counsel or independent accountants will only be borne by the Client if it relates to a special request made by the Client or for a service not part of this Agreement. The Service Provider will not be liable if it relies on advice of counsel or independent accountants chosen or approved by the Client or chosen by the Service Provider with reasonable care.

6.3.7.

The Service Provider (i) shall have no responsibility for the management of the investments or any other assets of the Client or its Investors, and (ii) except as specifically set forth in Schedule 2, shall have no obligation to review, monitor or otherwise ensure compliance by the Client with the investment restrictions (regardless of whether such restrictions are imposed on the Client under applicable Law), policies, restrictions or guidelines applicable to the Client or any other term or condition of the Organic Documents, Offering Document, or Policies and Procedures.

6.3.8.

The Client acknowledges that the Service Provider (i) does not provide valuations with respect to discrete securities in which the Client may invest, and does not value the Client's products or services, except that to the extent specifically set forth in Schedule 2 the Service Provider may calculate the value of a portfolio of securities and financial assets owned by the Client, (ii) does not verify any valuations provided to it by the Client or any other Person, and does not verify the existence of any assets in connection with Client's securities, products or services but instead relies exclusively on information about valuations and the existence of assets provided to it by the Client, Data Suppliers and other third parties, and (iii) shall have no responsibility and shall be without liability for any loss or damage arising with respect to valuation or verification of discrete assets.

6.3.9.

Except As Expressly Provided In This Agreement, The Service Provider Hereby Disclaims All Representations And Warranties, Express Or Implied, Made To The Client Or Any Other Person In Connection With The Services And This Agreement, Including, Without Limitation, Any Warranties Regarding Quality, Suitability Or Otherwise (Irrespective Of Any Course Of Dealing, Custom Or Usage Of Trade), Of Any Services Or Any Goods Provided Incidental To Services Provided Under This Agreement. The Client Acknowledges That It Has Not Relied On Any Oral Or Written Representation Made By The Service Provider Or Any Person On Its Behalf Other Than Those Contained In This Agreement.

6.3.10.

Notwithstanding anything in this Agreement to the contrary, the cumulative liability of the Service Provider to the Client for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, and regardless of the form of action or legal theory, shall not exceed the amount paid in fees by the Client (or, if applicable, by or on behalf of a Fund of the Client) in the twelve-month period preceding the date on which such loss, claim or damage occurred.

6.4.

7.

INDEMNITY

7.1.

7.1.1.

This Agreement, except any Loss resulting from the willful misconduct, fraud or gross negligence of the Service Provider or any of its Agents, in each case in connection with the Services; or

7.1.2.

Any alleged untrue statement of a material fact contained in any Offering Document of the Client or arising out of or based upon any alleged omission to state a material fact required to be stated in any Offering Document or necessary to make the statements in any Offering Document not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished in writing to the Client by the Service Provider specifically for use in the Offering Document; or

7.1.3.

Any act or omission of the Client, its Agents, or any Data Suppliers whose data, including records, reports and other information, including but not limited to information with respect to valuation and verification of assets, the Service Provider must rely upon in performing its duties hereunder, or as a result of acting upon any Instructions of the Client.

7.2.

Indemnity from Service Provider. Subject to the limitations in clause 6.3.10, the Service Provider will indemnify the Client, its affiliates and its and their respective officers, directors, employees and representatives (each, a "Client Indemnitee") for, and will defend and hold each Client Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the Client or such person in any action or proceeding between the Client and the Service Provide or between the Client and any third party (including any investor, or the U.S. Internal Revenue Service or any other competent regulating, prosecuting, tax or governmental authority in any jurisdiction, domestic or foreign) arising from or in connection with the performance of this Agreement (each referred to as a "Loss"), imposed on, incurred by, or asserted against the Client in connection with or arising out of the following:

7.2.1.

This Agreement, except any Loss resulting from the willful misconduct, fraud or negligence of the Client or a Client Indemnitee; or

7.2.2.

Any act or omission of the Service Provide or its Agents in connection with this Agreement.

7.2.3.

The Service Provider understands that the Client is not required to contest any demand made by the U.S. Internal Revenue Service or any other governmental authority for such payment.

7.3.

(i)

subject to clause (ii) below, the claiming party may assume the defense of any claim at any time upon notice to the indemnifying party if (a) any such claim arises from a regulatory examination, investigation, inquiry or other regulatory action, proceeding or review of the claiming party, (b) if the claiming party determines that any such claim jeopardizes the claiming party's status under any registration or other Governmental Approval, (c) such claim is made by another client of the claiming party, or (d) such claim seeks injunctive or other, similar relief that would require the claiming party to take or refrain from taking any action; and

(ii)

under no circumstance shall any claiming party confess any claim or make any compromise of any claim in which the indemnifying party may be required to indemnify the claiming party, except with the other indemnifying party's prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and the indemnifying party shall have no obligation or duty with respect to any such confession or compromise that is made without such consent.

8.2.

9.

REPRESENTATIONS

9.1.

9.1.1.

It is duly organized and in good standing in every jurisdiction where it is required so to be;

9.1.2.

It has the power and authority to sign and to perform its obligations under this Agreement;

9.1.3.

This Agreement is duly authorized (including, if the Client has a board of directors, by such board of directors) and signed by an authorized officer of such Party and is its legal, valid and binding obligation, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties generally;

9.1.4.

Any consent, authorization or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party;

9.1.5.

Any act required by any relevant Governmental Authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary); and

9.1.6.

The performance by such Party of its obligations under this Agreement will not violate or breach any applicable Law or contract binding on such Party.

9.2.3.

Without prejudice to any more specific obligations set forth in this Agreement, the Client has obtained all consents from Investors required in connection with the engagement by the Client of the Service Provider to provide the Services;

9.2.4.

It is in compliance with all Laws applicable to it, including, but not limited to, all securities, tax and commodities laws; and

9.2.5.

Its entry into this Agreement is not intended to constitute a delegation of any of the functions described in clause 4.2 of this Agreement.

9.3.

9.3.1.

it has commercially reasonable data security and business continuity controls and plans; and

9.3.2.

It has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.

10.

TERM AND TERMINATION

10.1.

10.2.

10.2.1.

Either Party may terminate this Agreement, with or without cause, but only after the expiration of the Initial Term, by giving the other Party ninety (90) days' written notice.

10.2.2.

Either Party may terminate this Agreement with cause on at least thirty (30) days' written notice to the other Party if the other party has materially breached any of its obligations hereunder (including the payments by the Client of the fees and expenses set forth in the Fee Schedule and including Service Provider's failure to timely and accurately provide the Services set forth in Schedule 2); provided, however, that (I) the termination notice will describe the breach; (II) no such termination will be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching Party has reasonably cured such breach; and (iii} subject to applicable Law, no such thirty (30) day notice period shall be required in the event the other Party is insolvent or has submitted a voluntary petition for administration.

10.3.

10.3.1.

If the Client has terminated this Agreement without cause (other than as set forth in clause 10.2.1) or if the Service Provider has terminated this Agreement pursuant to clauses 10.2.2-10.2.4, the Client will pay the Service Provider as liquidated damages for such default, an amount equal (i) to the Monthly Fee payable by the Client (or, if no such Monthly Fee is specified in the Fee Schedule, the average monthly fees payable by the Client for the preceding six (6) months) multiplied by (ii) the number of months remaining in the Initial Term as of the effective date of such termination ("Liquidated Damages"). In the event that the Client is, in part or in whole, liquidated, dissolved, merged into a third party, acquired by a third party, or involved in any other transaction that materially reduces the assets and/or accounts serviced by the Service Provider pursuant to this Agreement, the liquidated damages provision set forth above will apply, and will be adjusted rateably if any of the events described above is partial. For the purposes of the preceding sentence, assets that are acquired by another firm and remain as assets that are serviced by the Service Provider shall not be included in the calculation for Liquidated Damages. Any liquidated damages amount payable to the Service Provider will be payable on or before the date of the event that triggers the payment obligation. Inasmuch as a default by the Client will cause substantial damages to the Service Provider and because of the difficulty of estimating the damages that will result, the Parties agree that the Liquidated Damages is a reasonable forecast of probable actual loss to the Service Provider and that this sum is agreed to as liquidated damages and not as a penalty.

10.3.2.

Upon termination, the Service Provider will, at the expense and written direction of the Client, transfer to the Client or any successor service provider(s) to the Client copies of all Client Records, subject to the payment by the Client of unpaid and undisputed amounts due to the Service Provider hereunder, including any Liquidated Damages. If by the termination date the Client has not given written Instructions to deliver the Client Records, the Service Provider will keep the Client Records until the Client provides such Instructions to deliver the Client Records, provided that the Service Provider will be entitled to charge the Client then-standard fees for maintaining the Client Records, and the Service Provider shall have no obligation to keep the Client Records beyond six (6) months after the termination date. The Service Provider will provide no other services to or for the benefit of the Client or any successor service provider (and will not be responsible for the fees, charges or expenses of any successor service provider) in connection with the termination of this Agreement unless specifically agreed in writing by the Service Provider or as set forth in Schedule 2 or the Fee Schedule.

11.3.

12.

MISCELLANEOUS

12.1.

12.2.

12.3.

12.4.

12.5.

1.

Services

a

i.

For each Fund, prepare for review and approval of the Client drafts of (i) the annual report to Shareholders and (ii) the semi-annual report. Subject to review and approval by the Client, file the final versions thereof on Form N-CSR with the SEC.

ii.

Coordinate and prepare, with the assistance and approval of the Trust's investment adviser, counsel, officers and independent auditors, drafts of communications to shareholders of record of the Trust ("Shareholders"), including the annual report to Shareholders and the semi-annual report to Shareholders; prepare and file the final certified versions thereof on Form N-CSR.

iii.

Assist with the layout and printing of the Funds' prospectuses, semi-annual and annual reports.

iv.

Provide support for the Annual Prospectus Update and other Prospectus updates throughout the year as necessary, including, but not limited to, providing the required financial information for the filings.

v.

File the Funds' Form N-17f-2 as prepared by the Funds' independent auditor.

vi.

Prepare and file the Fund's Form N-CEN annually, starting with the 04/30/21 period.

vii.

Prepare and file all required notices pursuant to Rule 24f-2

viii.

Prepare and file holdings reports on Form N-PORT with the SEC, starting with the 04/30/21 period, as required at the end of each month and the first and third quarter SOls for website and aabbreviated footnotes for NPORT Part F

ix.

Coordination with the print vendor for final printing of the annual and semi-annual reports; and

x.

Provide the assurance binder on a quarterly basis just prior to the quarterly N-CSR

xi.

Assistance, as appropriate with respect to the payment of dividends and other distributions to Shareholders that have been approved by the client

xii.

Support the Trust's Principal Financial Officer with Treasury Services including but not limited to; act as the financial liason between the board and the Audit Committee, resolving audit comments, obtaining applicable SOC-1 reports and other documentation, and administering best practices on Accounting Issues

b

i.

Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation and annual reporting of such on IRS Forms 1099-MISC and 1096, as applicable. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of the assets of the applicable Fund.

ii.

Prepare an annual projection of the Funds' non-asset based expense accruals prior to the beginning of each fiscal year of each Fund and monitor actual and accrued expenses.

iii.

Review of expense ratios and fee waiver analysis

c

i.

Prepare informational schedules for use by the Client's auditors in connection with such auditor's preparation of the Client's tax returns

ii.

Review calculation of declaration of income / capital gain distributions to ensure compliance with income/excise tax distribution requirements

iii.

Monitor wash sales two times per year (excise period and fiscal year end)

iv.

Coordinate with independent auditors concerning the Client's regular annual audit

v.

Consult on tax implications of strategic business plans and complex securities.

vi.

Ensure all required tax disclosures are included in the financial statements and NPORT Part F

vii.

Production and delivery of fund level 1099 reportable items to the Client's Transfer Agent including preparation and distribution of year-end shareholder tax letters.

viii.

Production of excise and fiscal year end estimates

d

i.

Assist the Client in developing appropriate portfolio compliance procedures for each Fund to monitor compliance with the 1940 Act and other relevant regulations, and provide compliance monitoring services and certifications with respect to such procedures as reasonably requested by the Client, provided that such compliance must be determinable by reference to the Fund 's accounting records.

1

Compliance monitoring services include comprehensive compliance monitoring tests and breach notifications for various restrictions, including Rule 2a-7 money market regulations, credit quality, diversification, and concentration.

iii.

Assist the Client with portfolio compliance monitoring in accordance with the Liquidity Risk Management Rule 22e-4(b) including:

1

Daily liquidity classifications of portfolio securities held by the Fund;

2

Daily monitoring of compliance with the Fund's established Highly Liquid Investment Minimum (HLIM);

3

Daily monitoring of compliance with the Fund's 15% illiquid holdings maximum; and

4

Monthly liquidity classification of portfolio securities on Form N-PORT effective December 1, 2019

5

Preparation and filing of form N-LIQUID, as needed

iv.

Management and Board reporting can be supplied as needed to support monitoring of the funds against prospectus guidelines

e

i.

Perform return calculations on these agreed upon frequencies ; 1-, 3-, 5-, 10-, 20-, 30- years, Monthly, Quarter to Date, Year to Date and since inception.

ii.

Calculate performance data of the Funds for dissemination to (i) the Client, including the Board, (ii) up to fifteen (15) information services covering the investment company industry and (iii) other parties, as requested by the Client and agreed to by Service Provider.

iii.

Ensure consistency of performance information with reporting agencies such as Lipper, Morningstar and S&P.

iv.

Compile/report statistical information to ICI on a monthly/quarterly/annual basis as appropriate.

f

i.

Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the policies and procedures of the Service Provider to the 38a-1 compliance procedures of the Client's Transfer Agent¹.

iii.

Provide copies of any compliance policies and procedures and any amendments thereto relating to the Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program

1

Provide quarterly report outlining material changes to compliance procedures

iv.

Provide information reasonably requested by the CCO or the Board in connection with the Board's determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider

v.

Provide reports to the Client's CCO regarding the risk-based testing and monthly assessment performed by CFSO of its services under this Agreement.

vi.

Update Service Provider compliance procedures to correct material control weaknesses and to implement regulatory changes or best practices.

vii.

Maintain procedure change controls for Service Provider compliance procedures to ensure appropriate level of internal review.

viii.

Provide periodic certification that the Service Provider compliance procedures are reasonably designed to prevent, detect and correct violations of Federal securities laws.

g

i.

Assist the Client and Fund Counsel in responding to routine regulatory examinations or investigations

ii.

Provide assistance and guidance to the Client with respect to matters governed by or related to regulatory requirements and developments including: monitoring regulatory and legislative developments which may affect the Funds and assisting in strategic planning in response thereto

iii.

Provide assistance and guidance to the Client with respect to best practices for Policies and Procedures

iv.

Maintain corporate records on behalf of the Funds and provide access to fund governance information as it relates to Regulatory Administration's Services, including, but not limited to, board books, minute books, Declaration of Trust and by-laws, and prepare, at the direction of Client, amendments to the Client's Declaration of Trust and by-laws and file as necessary

v.

Assist the Funds in obtaining and maintaining fidelity bonds and directors and officers/errors and omissions insurance policies for the Funds at the expense of the Funds in accordance with the requirements of Rules 17g-1 and 17d-1(d)(7) under the 1940 Act, and file such fidelity bonds and any applicable, related notices with the SEC, to the extent such bonds and policies are approved by the Board

and recording the minutes, and (f) performing such other Board meeting functions as agreed by the parties

vii.

Coordinate the printing, distribution and solicitation of proxy materials for meetings of shareholders, if held; subject to review and approval by the Client and Fund Counsel, file proxy statements and related solicitation materials with the SEC; prepare draft scripts for and attend the Shareholder meetings and record the minutes of the meetings;

viii.

Coordinate gathering of proxy voting information pertaining to proxy votes on Fund holdings and coordinate the drafting and filing of the Funds' proxy voting records (as approved by the Investment Adviser) on Form N-PX

ix.

At the request of, and subject to the review and approval by the Client and Fund Counsel, prepare drafts of fund-related plans, policies and procedures or amendment thereto for existing Funds

x.

Assist in the preparation and distribution of Trustee/Officer Questionnaires; assist in the review of completed Questionnaires.

xi.

Prepare for review and approval by the Client and counsel to the Funds ("Fund Counsel") drafts of: (a) the annual update to each Funds' registration statement on Form N-1A and all 497 filings, (b) as requested by the Client or Fund Counsel, other amendments to each Funds' registration statement and supplements to its prospectus and statements of additional information reflecting developments from time to time with respect to existing Funds and (c) notices of annual or special meetings of shareholders of the Client and proxy materials relating thereto, and file any of the foregoing with the Commission upon the request of the Client or counsel to the Client; subject to approval by the Client and Fund Counsel, file any of the foregoing with the SEC

xii.

Provide assistance in preparing, filing, amending and terminating state organizational documents; subject to review by counsel and Fund management

xiii.

Provide input on regulatory matters for shareholder reports

h

i.

Subject to the other terms and conditions of this Services Schedule and the Agreement, Service Provider shall make individuals available to serve as Secretary and/or Assistant Secretary of the Client (to serve only in ministerial or administrative capacities relevant to the Services). The Board shall have discretion to appoint, or to determine not to appoint or to terminate the services of, such individuals, in its sole and absolute discretion.

i

i.

Provide additional reporting as reasonably requested by Advisor or Fund Board

1.

Services

a

i.

Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule.

ii.

General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule.

iii.

Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule.

iv.

A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

b

i.

Allocate income and expense and calculate the net asset value per share ("NAV") of each class of shares offered by each Fund in accordance with the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act.

ii.

Apply securities pricing information as required or authorized under the terms of the valuation policies and procedures of the Client ("Valuation Procedures"), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, "Fair Value Information Vendors") with respect to securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Fund's pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Fund's investment adviser or other designee, as approved by the Board. The Client instructs and authorizes Service Provider to provide information pertaining to the Funds' investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be provided hereunder.

iii.

Note: The Client acknowledges that while Service Provider's services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not

iv.

Coordinate the preparation of reports that are prepared or provided by Fair Value Information Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures.

v.

Verify and reconcile with the Funds' custodian all daily trade activity.

vi.

Compute, as appropriate, each Fund's net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed).

vii.

Assist the Client's Transfer Agent with respect to the payment of dividends and other distributions to Shareholders that have been approved by the Client.

viii.

Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values to National Securities Clearing Corporation via the portfolio composition file.

ix.

Determine and report unrealized appreciation and depreciation on securities held by the Funds.

x.

Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles.

xi.

If applicable, report to the Client in the periodic market pricing of securities in any money market funds, with the comparison to the amortized cost basis.

xii.

Update fund accounting system to reflect rate changes, as received from a Fund's investment adviser or a third party vendor, on variable interest rate instruments.

xiii.

Post Fund transactions to appropriate categories.

xiv.

Accrue expenses of each Fund according to instructions received from the Client's Administrator, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval.

xv.

Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts.

xvi.

Provide accounting reports in connection with the Client's regular annual audit, and other audits and examinations by regulatory agencies.

xvii.

Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule.

xix.

If applicable, report to the Board, or otherwise at the Funds' request, the daily market pricing of securities in any money market Funds, with the comparison to the amortized cost basis

xx.

Monitor timely settlement of income payments and security trades

xxi.

Identify, research and post all corporate actions due to the fund

xxii.

Post shareholder activity from Client's Transfer Agent and reconcile share balances with Client's Transfer Agent

xxiii.

Post portfolio trade activity from investment advisor

xxiv.

Respond to surveys from industry publications (i.e. Lipper, Morningstar, ICI, S&P)

c

i.

Provide monthly a hard copy of the unaudited financial statements described below, upon request of the Client. The unaudited financial statements will include the following items:

1

Unaudited Statement of Assets and Liabilities,

2

Unaudited Statement of Operations,

3

Unaudited Statement of Changes in Net Assets, and

4

Unaudited Condensed Financial Information

ii.

Provide accounting information for the following: (in compliance with Reg. S-X, as applicable):

1

Federal and state income tax returns and federal excise tax returns

2

The Client's annual reports with the SEC on Forms N-CEN and the N-CSR,

3

The Client's monthly schedules of investment for filing with the SEC on Form N-PORT;

4

The Client's annual and semi-annual shareholder reports and quarterly Board meetings;

5

Registration statements on Form N-1A and other filings relating to the registration of shares;

8

Examinations performed by the SEC.

iii.

Calculate turnover and expense ratio.

iv.

Calculate daily spread between NAV and market price of Shares.

v.

Prepare schedule of Capital Gains and Losses.

vi.

Provide daily cash report.

vii.

Maintain and report security positions and transactions in accounting system.

viii.

Prepare Broker Commission Report.

ix.

Monitor expense limitations.

x.

Maintain list of failed trades.

xi.

Provide unrealized gain/loss report.

d

i.

Provide the sub-certification pertaining to Service Provider's Administration services consistent with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002

1.

The Client and its employees, agents, subcontractors, predecessor service providers and other Persons that are not employees or Agents of the Service Provider whose cooperation is reasonably required for the Service Provider to provide the Services and meet its obligations under any implementation plan agreed by the Parties (including, without limitation, investment advisors, custodians, and intermediaries) providing cooperation, information and, as applicable, Instructions to the Service Provider promptly, in agreed formats, by agreed media and within agreed timeframes as required to allow the Service Provider to (i) provide the Services, (ii) meet its obligations under any implementation plan agreed by the Parties, (iii) meet its other obligations under the Agreement, and (iv) resolve or reconcile discrepancies between or among data sources.

2.

The communications systems operated by the Client and third parties (other than Agents) in respect of activities that interface with the Services remaining fully operational.

3.

The authority, accuracy, truth and completeness of any information or data provided by the Client and its employees, current and predecessor Agents and other Persons (including, without limitation, investment advisors, custodians, and intermediaries) that is reasonably requested by the Service Provider or is otherwise provided to the Service Provider.

4.

The Client informing the Service Provider on a timely basis of any modification to, or replacement of, any agreement to which it is a party that is relevant to the provision of the Services.

5.

Any warranty, representation, covenant or undertaking expressly made by the Client under the Agreement being and remaining true and correct at all times.

6.

Any of the items listed in documents agreed between the Parties from time to time as being the responsibility of the Client.

7.

Without limitation to the foregoing, in connection with any implementation plan or Service Change plan agreed by the Parties, Dependencies shall include:

7.1.

The Client agreeing to Service Change plan or, if applicable, implementation plan proposed by the Service Provider in a timely manner or negotiating changes in good faith and with reasonable promptness and diligence.

7.2.

The Client satisfactorily completing in a timely fashion (including any deadlines imposed under the such Service Change plan or implementation plan) any software development, connectivity, or other obligations required to be completed by the Client or its Agents in order for the Service Provider to satisfy its obligations under such Service Change plan or implementation plan or perform the Services (unless such delay is caused by a failure of the Service Provider or an employee or Agent of the Service Provider, to complete in a timely manner any obligation of the Service Provider thereunder or otherwise, the completion of which by the Service Provider is not dependent upon another Dependency).

7.3.

Timely delivery of technical data details and internal information of the Client, as reasonably requested by the Service Provider.

7.4.

The Client meeting any obligations mutually agreed in writing in connection with such testing plans.

7.5.

With respect to any functions or activities that are subject to acceptance testing by the Client in connection with any such Service Change plan or implementation plan, the timely delivery to the Service Provider of acceptance feedback and final acceptance, provided that with respect to any final acceptance the work and output meets any mutually agreed business, functional and technical requirements specifications in all material respects.

1.

2.

3.

4.

5.

5.1.

5.2.

5.3.

5.4.

6.

7.

Data privacy.

7.1.

7.2.

7.3.

7.4.

7.5.

7.6.

7.7.

8.

9.

9.1.

9.2.

9.3.

9.4.

9.5.

10.

(A)

where the Disclosing Party is the Client or a Client Affiliate, or any of their respective Representatives: information relating to the Client or Client Affiliates or their respective Representatives or Related Parties received by Service Provider Recipients in the course of providing Services under the Agreement to the Client, including all Client Personal Data, Client's transactional information, and any other information that is either designated by the Client as confidential at the time of disclosure or that a reasonable person would consider to be of a confidential or proprietary nature; or

(B)

where the Disclosing Party is the Service Provider or a Service Provider Affiliate, or any of their respective Representatives or Third Party Service Providers or technology or data licensors: information relating to the Service Provider or Service Provider Affiliates or their respective Representatives, Third Party Service Providers or technology or data licensors, received or accessed by the Client, Client Affiliates and their respective Representatives in connection with the receipt of Services under the Agreement, including Service Provider Personal Data, information relating to the Service Provider's products and services and the terms and conditions on which they are provided, technology (including software, the form and format of reports and on-line computer screens), pricing information, internal policies, operational procedures and any other information that is either designated by the Service Provider as confidential at the time of disclosure or that a reasonable person would consider to be of a confidential or proprietary nature;

1.

FEES